Netweb Technologies India Ltd

Your Directors take the immense pleasure in presenting before you the Twenty-Sixth (26^th) Annual Report of Netweb Technologies India Limited (‘Company' or ‘Netweb') for the financial year ended March 31, 2025 along with Audited Financial

Statements and Auditors' Report thereon.

During the year, the financial performance of the Company, achieved new heights in terms of revenue & other financial aspects and set a new milestone for its future performance. Below is the summary of the financial performance of the Company for the year.

(In million)

During the year under review, the total income of the

Company is increased from 7359.62 million to 11584.11 million, EBITDA increased from 1144.16 million to 1694.01 million and profit after tax increased from 759.03 million to 1144.75 million. All the financial aspects of the Company have shown steady and excellent growth.

The detailed analysis on the state of affairs, operation of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

The same is also disclosed in the note no. 15 of the notes to the financial statements for the financial year 2024-25 forming part of the Annual Report for the year under review.

In compliance with regulation 43A of the Securities and

Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations 2015, the Company has adopted a Dividend Distribution Policy.

The Policy is available at https://netwebindia.com/investors/ Dividend%20Distribution%20Policy.pdf. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders.

The Board of Directors are pleased to recommend a final dividend of 2.50 per equity share for the financial year 2024-25 to the shareholders of the Company i.e. 125% of the face value of shares of the Company. The total cash outflow on account of the payment of Dividend would be 14.16 Crores (approx). The proposed dividend is recommended for the approval of the Members in the upcoming Annual General Meeting.

The Board has decided to keep the remaining amount of profit as reserve for the growth of the Company.

The Dividend, if approved by the Members in the ensuing Annual General Meeting will be paid within 30 days of the Annual General Meeting.

Also, pursuant to the provisions of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 1, 2020, shall be taxable in the hands of the Members.

The Company shall, therefore, deduct tax at source (TDS) at the time of making the payment of dividends to the shareholders. The Register of Members and Share Transfer Books of your Company shall remain closed from August 23, 2025 to August 30, 2025 (both days inclusive). The record date is August 22, 2025 for the purpose of determining eligible shareholders for the purpose of payment of dividend.

The details of the unclaimed dividend as on March 31, 2025 is available on the website of the Company at https:// netwebindia.com/investors/Unclaimed-Dividend-as-on-31st-March-2025.pdf. The details of all unpaid/unclaimed dividend as on the closure of year, will be filed with the Registrar Companies within 60 days from the date of the AGM.

During the year under review, there is no amount which is required to be transferred to the Investor Education and Protection Fund ("IEPF") as per the provisions of Section 125(2) of the Companies Act, 2013 ("Act").

There is no share lying in the unclaimed suspense account or any other escrow account.

During the financial year 2024-25, there was no change in the Authorised Share Capital of the Company. The Authorised Share capital stands at 15,00,00,000 [Rupees Fifteen Crores only].

However, the issued and paid-up share capital increased during the financial year 2024-25. The details of the increase in the issued and paid-up share capital are presented in the below table:

Note: Face value of equity shares is 2 per share.

The Company hasn't issued any equity shares with differential voting rights.

The Company has appointed ‘CRISIL Ratings Limited' as the monitoring agency to monitor the utilisation of the issue proceeds from the Initial Public offer of the Company. The

Monitoring agency has duly submitted its report quarterly to the Audit Committee and the Board of Directors. The Audit Committee and Board of Directors duly took note of the same and filed it with the stock exchange as required under Regulation 32(6) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There were no deviations or variations in the utilisation of issue proceeds from the objects as stated in the offer document for Public Issue of shares of the Company.

Below is the summary of the utilisation of proceeds from the Public issue:

The Unutilised amount of 113.14 million after achieving object 1 "Funding our Capital Expenditure requirements-

Purchase of equipment/machineries for new SMT production line" Category has been transferred to "General Corporate Purposes (GCP)" pursuant to board resolution dated March 24, 2025. This utilisation towards GCP is in line with the disclosure provided in the offer document dated July

2023 which states "If the actual utilisation towards any of the Objects is lower than the proposed deployment such balance will be used towards GCP, provided that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations".

The Company has not accepted any deposit within the meaning of sections 73 and 76 of the Companies Act, 2013 and the rules framed thereunder during the financial year 2024-25 and therefore, no amount of principal or interest was outstanding as on the date of the Balance Sheet. During the year 2024-25, the Company filed E-Form DPT-3 with ROC in compliance of the Companies Act, 2013.

There has not been any material change or commitment that has occurred between the end of financial year ended on March 31, 2025, and the date of this report that could have affected, in any manner, the financial performance the Company.

The details of Credit ratings on the Bank facilities availed by the Company as provided by CRISIL Ratings Limited are as follows:

The Company has adhered to the provisions of Section 186 and other applicable provisions of the Companies Act, 2013 in respect of loans, advances and investments made by the Company and the particulars of such loans, advances and investment have been provided in the audited financial statements of the Company forming part of this

Annual Report.

The Company has adopted a policy on materiality of related party transactions and on dealing with related party transactions in compliance with the requirements of the

Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at https://netwebindia. com/investors/Policy%20on%20related%20party%20 transactions.pdf. All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arm's length basis and were carried out in the ordinary course of business. Further, during the year, your

Company has not entered into contracts or arrangements or transactions with the related parties which could be considered as ‘material' in accordance with the Policy of the

Company on materiality of Related Party Transactions, as per section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meeting of Board and its Power) Rules 2014 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations. In view of the above, disclosure in Form AOC-2 is not applicable.

Your Board draws the attention of the members to (refer Note No 38 to the "Notes to Financial Statements").

As per the requirements of Section 92(3) of the Act and rules framed thereunder, including any statutory modifications/ amendments thereto for the time being in force, the annual return in form MGT-7 for FY 2024-25 is placed on the Company's website. The same can be accessed at www. netwebindia.com/investors/corporategovernance.html.

During the FY 2024-25, no notices or orders or any directions by any regulator, statutory and quasi-judicial body, court or tribunal were received by the Company which could have affected the working and/or the performance of the Company or going concern status of the Company.

There had been no instances of onetime settlement with any Bank. There had been no corporate insolvency application filed against the Company under any court or any judicial body.

The Company has only one subsidiary Company named Netweb Foundation, a Company incorporated under section 8 of the Companies Act, 2013. By virtue of it being a section 8 company, the consolidation of the financial statements is not required. Form AOC-1 is attached as Annexure A for reference of the members.

Further, during the financial year 2024-25, no company became or ceased to become a subsidiary or joint venture or associate Company of your Company.

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each director & KMP to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Notes:

(i) The remuneration details in the above table pertain to directors and KMPs as required under the Companies Act, 2013. While calculating the median as presented above and % of increase in remuneration, the value of the stock option is not considered as stock options were not granted to Directors.

(ii) The median and percentage increase in remuneration is not provided for Chief financial officers as they haven't drawn remuneration during the full financial year 2024-25.

(iii) During the fiscal year, 2024-25, Mr. Ankit Kumar Singhal has been granted 804 Employee Stock options.

(iv) Only the Sitting fee was paid to Independent Directors during the year under review. b. The percentage increase in the median remuneration of employees in the financial year is 18.61%. c. The number of permanent employees on the rolls of Company are 441 as on March 31, 2025.

d. The average percentile increase already in the salaries of employees is 14.00% and the percentile increase in the managerial remuneration is 11.00%.

e. The Company affirms that the remuneration is as per the remuneration policy of the Company.

f. Nature of employment of all above mentioned employees is permanent.

g. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other information as required in this rule, is provided in below table:

Notes:

The remuneration of those employees who have exercised stock options during the year includes the exercise value of the stock option i.e market value of the stock at the time of exercise during the year determined in accordance with the provisions of the income tax act 1961. Except all, Directors haven't been granted any stock options and remuneration of Mr. Swastik Chakraborty doesn't include exercise value as he was not eligible to exercise the same during the year.

Remuneration to Mr. Sanjay Lodha, Mr. Niraj Lodha, Mr. Navin Lodha and Mr. Vivek Lodha includes commission on profits for the FY 2023-24 received by them in the financial year 2024-25 subject to the approval of shareholders in the AGM of the Company Mr. Sanjay Lodha and Mr. Vivek Lodha are Brothers. Mr. Navin Lodha and Mr. Niraj Lodha are Brothers.

During the year under review, subject to the approval of the members in the ensuing Annual General Meeting, the Managing Director and Whole Time Directors are entitled to Commission on the profits of the Company, details whereof will be disclosed in the Notice of the Annual General Meeting of the Company.

Further, following are the employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees or if employed part of the financial year was receipt in remuneration of more than Rupees eight lakh and fifty thousand rupees per month:

The corporate governance philosophy of your Company is derived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organisation. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

The Company always makes constant efforts to set new benchmarks in corporate excellence.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from

M/s. P.C Jain & Company, Practicing Company Secretaries [FRN: P2016HR051300], Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, has been provided in this Annual Report.

A certificate of the Managing Director and Chief Financial Officer of the Company in terms of Part B of Schedule II of Listing regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as annexure with report on Corporate Governance.

Your Company introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee's contributions in the success of the organisation. The objective of the said ESOPs is to enhance employee motivation, and enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

During the reporting year under review, the Nomination and Remuneration Committee allotted 2,88,000 equity shares of 2/- each pursuant to exercise of employee stock options by eligible employees under the Netweb Employee Stock Option Plan 2023. Also, during the year, 4935 stock options were granted to the eligible employees of the Company.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and

Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in ANNEXURE B to this Report. The same is uploaded on the website of the Company at https://netwebindia.com/investors/Stock-Exchange-Filing.php. Further, details of options granted and exercised are included in the notes to accounts forming part of financial statements.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit or loss of the Company for the year for the same period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 (3) of the SEBI Listing Regulations and the declaration by the Chairman and Managing Director regarding affirmations for compliance with the Company's Code of Conduct are forming part of the Annual report for the year under review.

Disclosure as per requirement of Section 134(3)(m) of Companies Act, 2013 and Rule 8(3) Of The Companies (Accounts) Rules, 2014

Information as required under Section 134(3)(m) on conservation of energy, Technology Absorption and Foreign exchange Earning and outgo stipulated under section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure C.

• Statutory Auditors

M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants, Firm Registration No 000756N/N500441 of ICAI, was appointed as Statutory Auditor of the Company on

September 22, 2022 for 5 years. They have conducted the statutory audit for the financial year 2024-25. The

Independent Auditor's Report is forming part of the

Annual Report. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report.

• Secretarial Auditors

M/s P.C Jain & Co, Practising Company Secretaries [FRN: P2016HR051300] were appointed as Secretarial Auditors of the Company for the financial year 2024-25 by the Board of Directors on May 01, 2024 for conducting the secretarial audit. The Secretarial Audit Report is attached as Annexure D. There have been no qualifications, reservations or adverse remarks given in the report.

Further, the Board has appointed M/s P.C Jain & Co, Practising Company Secretaries as the Secretarial Auditor of the Company for the next 5 financial years from FY 2025-26 till FY 2029-30 subject to the approval of the shareholders in the ensuing Annual General Meeting.

Further the Company doesn't have any material unlisted subsidiary Company, so the Company is not required to give details of the secretarial audit of material unlisted subsidiary Company.

• Cost Audit and Cost Auditors

In terms of Section 148 of the Act read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 ("Cost

Audit Rules"), Company is required to maintain cost audit records and conduct cost audit of such records under Rule 4 of Cost Audit Rules. Towards this end, M/s Sunny Chhabra & Co, Practicing Cost Accountants [M. No 32469] were appointed as Cost Auditors of the Company for the financial year 2024-25 by the Board of Directors on May 01, 2024 for conducting Audit of Cost records. The Board has recommended its remuneration to the Shareholders for ratification at the ensuing

Annual General Meeting. The said report submitted by the auditor will be filed with the Ministry of Corporate Affairs. There were no qualifications, reservation, or adverse remarks by the Cost Auditors in their report for FY 2024-25.

Further, the Board has re-appointed M/s Sunny Chhabra & Co, Practicing Cost Accountants as the Cost Auditor of the Company for financial year 2025-26 on July 31, 2025.

• Internal Auditors

M/s Sanmarks & Associates, Chartered Accountants

[FRN: 003343N] was appointed as Internal Auditors of the Company for the financial year 2024-25 by the Board of Directors on May 1, 2024. They conducted the audit as prescribed under section 138 of the Companies Act, 2013. Their report was discussed and deliberated by the Audit Committee of the Company. The Board has re-appointed M/s Sanmarks & Associates, Chartered Accountants as the Internal Auditors of the Company for the financial year 2025-26.

• Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable

Secretarial Standards viz. SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings as issued by the Institute of Company Secretaries of India and approved as such by the Central Government pursuant to Section 118(10) of the Companies Act, 2013. Your Directors confirm the compliance of the Secretarial Standards during the year under review.

• Listing on Stock Exchanges

The Company's shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

• Details of Directors and Key Managerial Personnel (KMP)

Presently, the details of the Board of Directors and Key managerial personnel of the Company comprise the following as of the closure of the financial year 2024-25:

During the year 2024-25, Mr. Prawal Jain resigned from the designation of Chief Financial Officer of the Company on November 14, 2024. Mr. Ankit Kumar Singhal was appointed as the Chief Financial Officer of the Company w.e.f November 15, 2024. There have been no changes in the Board of Directors during the year under review. During the financial year 2024-25, the Board of Directors had met 6 times. The attendance of the Directors is as mentioned below:

In accordance with the provisions of the Companies Act, Mr. Niraj Lodha (DIN: 00746701), being the longest in the office is liable to retire by rotation and being eligible, offers himself for reappointment. Accordingly, a resolution seeking his re-appointment is given in the notice of the 26^th Annual General Meeting.

There are 4 Independent Directors in the Company during the financial year 2024-25. All Independent Directors have submitted declarations confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and their continued registration in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA") in line with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Pursuant to Schedule IV to the Act and SEBI Listing

Regulations, a separate meeting of Independent Directors was held on March 15, 2025, without the attendance of non-independent Directors and members of Management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the

Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company. In the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Director of the Company and the Board is satisfied with the integrity, expertise, experience including proficiency of all the Independent Directors on the Board.

The Board of Directors, on the basis of criteria specified by the policy for Annual Evaluation of Performance of the Board, its Committees and Directors, has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the

Board after seeking inputs from the committee members on the basis of the criteria, such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire

Board, excluding the independent director being evaluated.

There are no such observations given during the evaluation.

Further, the independent directors of the Company, at their separate meeting held during the financial year 2024-25, reviewed the performance of non-independent directors, the board of directors as a whole, the performance of the

Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board that is necessary for the Board of directors to effectively and reasonably perform their duties.

Details of the familiarisation program are provided in the Corporate Governance Report, forming part of the Annual Report of the Company. Web link of familiarisation programme undertaken for Independent Directors is https://netwebindia.com/investors/Disclosure-under-Regulation-46.php.

During the year 2024-25, in compliance with the SEBI listing regulations, the Company has constituted mandatory committees as mentioned below. The number of meetings held during the year and the participation of the members in the meetings are mentioned below.

• Nomination and Remuneration Committee

Further, Company's policy on appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of Directors etc is specified in the Nomination and Remuneration Policy of the Company. The NRC Policy of the Company is available on the website of the Company at https://netwebindia.com/ investors/Nomination%20and%20Remuneration%20Policy.pdf.

• Audit Committee

• CSR Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Involvement of various types of risks is prone to almost all types of industries and the management of your Company is aware of it and is in the process of identification, assessment and mitigation of such risks. The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Policy seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. Company has constituted Risk Management Committee consisting of the following members and their attendance in the meeting of the Committee held during the year:

Risk Management Policy is available on the Company's website at https://netwebindia.com/investors/Risk%20 Management%20Policy.pdf.

The brief outline of the CSR Policy of the company and the initiatives undertaken by the Company on CSR Activities during the year are set out in Annexure E of this report in the format as prescribed in the Company (CSR Policy) Rules 2014. CSR policy of the Company is available on the website of the Company at https://netwebindia.com/investors/Revised-CSR-Policy.pdf.

Your Company has always believed in providing a safe workplace for every woman employee working with your Company. Your Company has a policy on the prevention of sexual harassment at the workplace which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Also, the Company had organised training programs concerning sexual harassment from time to time, for its employees and staff. The said training programs and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation. Details on complaints as required to present are as follows:

Nil

Not Applicable

Not Applicable

Your Company is in compliance of the Maternity Benefit Act, 1961.

A Business Responsibility and Sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of the Annual Report.

The Company has prepared this BRSR Report containing a report of responsible business practices of the Company during financial year 2024-25. The ESG Committee was constituted by the Board, to discharge its oversight responsibility on matters related to organisation-wide ESG initiatives, priorities and leading ESG practices. The ESG

Committee consists of the following members:

The Company has a Whistle Blower Policy cum Vigil

Mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns and grievances about illegal and unethical practices. This Policy is available on the Company's website at https://netwebindia.com/ investors/Whistle%20blower%20policy.pdf.

Details in respect of Fraud reported by Auditors under sub-section (12) of section 143 other than those which are reportable to central government

During the year under review, auditors of the Company viz. statutory auditor, secretarial auditor and cost auditor has not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report under Section 143 (12) of the Companies Act, 2013.

The information in the Annual report describing the Company's objectives and projections may constitute ‘forward looking statements' within the meaning of applicable rules, laws and regulations. Although, the actual results may differ.

We thank our stakeholders including our clients, vendors, investors, bankers and employees for their continued support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, Stock Exchanges and Securities and Exchange Board of India (SEBI), various departments under the state governments for their support, and look forward to their continued support in the future.

(Pursuant tofirst proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

905472 options have been granted out of the total 25,46,199 pool of options prior to the IPO.

(Pursuant to Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014)

The Company has always been conscious of the importance of the conservation of energy at all the stages of the operational level and ensures that adequate steps and measures are taken by the Company from time to time to minimise energy consumption in its manufacturing facilities and offices, wherever possible. Energy is the most pivotal part of the Company manufacturing activities.

We are continuously taking the following steps to conserve energy:

1. Company always uses high efficiency power supplies i.e. 80 Plus Gold or higher power supplies in its equipment to ensure minimal power wastage.

2. The Company encourages LED usage and ensures that all lighting in our organisation is done using power-efficient equipment.

Encouraged all our employees to always save power by turning off non-essential equipment. We always turn off the air-conditioner and lights during breaks to conserve energy.

3. We also ensure that all systems in our data centres which are not running any workload are shut down.

4. IT equipment consumes tremendous amounts of power and consequently generates a lot of heat. Removal of this heat requires air conditioning which consumes a substantial amount of power. Company is exploring alternate cooling methodology (such as use of liquid to remove heat) to optimise power consumption in the same.

5. Optimised Power Utilisation: Enhanced the power efficiency of the data centre and departmental operations.

6. Automated System Load Checks: Implemented automatic scripts to monitor system load, shutting down idle systems to save energy

7. Virtualisation: Transitioned most workloads to virtual environments such as VDI, virtual servers, and LXD, reducing the number of physical servers and networking equipment

8. The equipment used by the Company required proper grounded earthing and we ensure regular checking and take corrective action to keep it in good health. This ensures safety of people and equipment.

9. Regularly monitoring health of the system installed that is providing ground earthing to all the electrical equipment & machinery to eliminate the shock hazard and protect equipment from high voltage.

10. Our manufacturing building has been designed to permit use of the maximum amount of natural lighting.

The Company is exploring the alternate source of energy.

The Company is exploring the suitable investment idea as referred above.

• Powerful AI-driven platform designed to streamline workflows, reduce manual effort, and boost productivity across various business functions. It offers intelligent sub-services that simplify complex tasks involving innovation & code development.

• Storage Enhancement using the advanced storage mechanism like, distributed storage systems, AI-driven storage systems, Unified

Storage solution technology

Netweb Technologies has achieved a significant milestone in indigenous product innovation by transforming its cloud platform into a unified orchestration layer optimised for AI, HPC, and enterprise workloads. Ongoing advancements in intelligent platform development have enabled the company to expand into cutting-edge domains such as artificial intelligence, cloud infrastructure, storage technologies, and systems development. To accelerate development cycles and enhance product efficiency, the product engineering teams have strategically adopted AI-powered code generation tools.

(a) the details of technology imported: NA

(b) whether the technology has been fully absorbed: NA

(c) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: NA

10.02 Crores including capex during the year.

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

Corporate Social Responsibility (‘CSR') is a way of conducting business, by which corporate entities visibly contribute to the social good and the welfare of society at large with an aim to improve the quality of life of people. The Company feels that the essence of CSR is to integrate economic, environmental and social objectives with the Company's operations and growth. CSR is the process by which an organisation thinks about and evolves its relationships with society for the common good and demonstrates its commitment by giving back to society for the resources it used to flourish by adopting of appropriate business processes and strategies. To give further force to this cause, the Company endeavours to manage its operations with an emphasis on Sustainable development to minimise impact on the environment and promote inclusive growth.

Corporate Social Responsibility is a management concept, whereby the Company strives to integrate social and environmental concerns in our business operations. The policy provides for undertaking any activity prescribed under Schedule VII to the Companies Act, 2013 to attain the goal of sustainable and overall development of the society wherein the Company is carrying out its business operations.

The Company understands to strike a balance between the overall objectives of achieving corporate excellence vis-a-vis the company's responsibilities towards the community.

The Board of Directors ("Board") of Netweb

Technologies India Limited, has adopted the policy and procedures striving for economic and social development that positively impacts the society at large and more specifically communities in which Company operates.

The Company has framed the Policy as per the requirement of Sections 135 of the Companies Act, 2013

("Act") read with applicable Rules and Regulations under the Act.

The main objective of CSR policy is to make CSR a key business process for the sustainable development of society. Netweb Technologies India Limited will act as a good corporate citizen and the objective of the policy is to actively contribute to the social, environmental and economic development of the society in which the company operates.

2. COMPOSITION OF CSR COMMITTEE:

The CSR committee consists of following members:

3. Provide the web-link(s) where the Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.

Below are the details of disclosure on the website of the Company:

4. DETAILS OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014, IF APPLICABLE (ATTACH THE REPORT). :

Not applicable during the financial year 2024-25.

5. DETAILS OF THE AMOUNT AVAILABLE FOR SET OFF IN PURSUANCE OF SUB-RULE (3) OF RULE 7 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014 AND AMOUNT REQUIRED FOR SET OFF FOR THE FINANCIAL YEAR, IF ANY

6. AVERAGE NET PROFIT BEFORE TAX OF THE COMPANY FOR LAST THREE FINANCIAL YEARS/ PRESCRIBED CSR EXPENDITURE (TWO PER CENT. OF THE NET PROFIT)

The calculation of Net profit for the last three is as follows:

7. (a) Two percent of average net profit of the company as per section 135(5): 1,29,86,272

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial year Nil (c) Amount required to be set off for the financial year, if any Nil (d) Total CSR obligation for the financial year (7a+7b-7c)- 1,29,86,272 8. a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than on going projects for the financial year:

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) 1,28,85,000

(g) Excess amount for set off, if any Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through

CSR spent in the financial year: NA (asset-wise details).

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

There was a short spending of 1,01,272 out of the total CSR liability as Company didn't find the suitable project to spend the remaining amount. However, the Company has deposited the same in the PM Cares fund.